Exhibit 10 (v)
Execution
Copy
AMENDMENT TO CREDIT AGREEMENT
(Revolving Credit Agreement)
Amendment to Amended and Restated Credit Agreement (the "Amendment") dated
as of August 30, 1995 among (i) PIONEER FINANCIAL SERVICES, INC., a Delaware
corporation (the "Company"), (ii) AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, as administrative agent (in such capacity, the "Agent") and (iii)
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("ANB"), FIRSTAR BANK
MILWAUKEE, N.A. ("Firstar") and BANK ONE, ROCKFORD, NA ("Bank One") (ANB,
Firstar and Bank One collectively referred to as the "Banks" and individually as
a "Bank").
R E C I T A L S
WHEREAS, the Company, the Agent and the Banks have heretofore entered into
an Amended and Restated Credit Agreement dated as of March 22, 1995 (the
"Revolving Credit Agreement"), pursuant to which, among other things, the Banks
agreed, upon the terms and subject to the conditions set forth therein, to make
Loans (as defined in the Revolving Credit Agreement) to the Company;
WHEREAS, contemporaneously with the execution and delivery of this
Amendment, the Company, the Banks and LaSalle National Bank have entered into
that certain Credit Agreement dated as of the date hereof (the "Term Loan B
Credit Agreement") pursuant to which, among other things, the Banks and LaSalle
National Bank agreed, upon the terms and subject to the conditions set forth
therein, to make term loans to the Company in an aggregate principal amount of
$11,100,000;
WHEREAS, the Company and the Banks desire to amend certain provisions of
the Revolving Credit Agreement;
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions, Ratification, References. Unless otherwise
specifically defined herein, each term used herein that is defined in the
Revolving Credit Agreement shall have the meaning assigned to such term in the
Revolving Credit Agreement. Except as amended and supplemented hereby, all of
the terms of the Revolving Credit Agreement shall remain and continue in full
force and effect and are hereby confirmed in all respects. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Revolving Credit Agreement shall from and after the date of
this Amendment refer to the Revolving Credit Agreement as amended by this
Amendment.
Section 2. Amendments to Revolving Credit Agreement.
2.1 The definition of "Term Loan Credit Agreement" that appears in Section
1 of the Revolving Credit Agreement is deleted and the following definitions are
added to Section 1 of the Revolving Credit Agreement:
"`Authorized Officer' means the Chairman, the President, any
Executive Vice President, the Treasurer, any Vice President or any
other officer of the Company that are designated as authorized
officers pursuant to a resolution of the Board of Directors or the
Executive Committee of the Board of Directors of the Company (each
Bank shall be entitled to rely on such resolution until revoked or
amended in writing by the Company).
"Indebtedness" means, as of any date, all indebtedness,
obligations or other liabilities of the Company and its Subsidiaries
as of such date (i) for borrowed money, (ii) evidenced by bonds,
debentures, notes or other similar instruments for borrowed money, or
(iii) pursuant to any guarantee of any indebtedness, obligations or
other liabilities of any other Person of the type described in clauses
(i) or (ii); provided, however, that (a) the amounts set forth in
clauses (i), (ii) and (iii) shall not be double counted and shall
relate only to amounts actually owed or otherwise outstanding as of
such date and (b) Indebtedness shall not include indebtedness,
obligations or other liabilities of the Company to any Subsidiary or
indebtedness, obligations or other liabilities of any Subsidiary to
the Company or another Subsidiary.
"Net Worth" means, with respect to the Company, as at the time
any determination thereof is made, the consolidated shareholders'
equity, including common stock, additional paid-in capital, retained
earnings, and net unrealized gains and losses, but excluding any
increase or decrease in the Company's "available for sale investment
portfolio" (as calculated in accordance with GAAP) since June 30,
1995.
"Permitted Liens" means (i) purchase money security interests
hereinafter incurred in connection with the acquisition of assets or
property; (ii) Liens for taxes, assessments or governmental charges or
levies on property of the Company if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings and as to which
the Company shall have set aside on its books such reserves as are
required by GAAP with respect to any such taxes, assessments or other
governmental charges; (iii) Liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens, which
arise in the ordinary course of business with respect to obligations
not yet due or being contested in good faith by appropriate
proceedings and as to which the Company shall have set aside on its
books such reserves as are required by GAAP with respect to any such
Liens; (iv) Liens arising out of pledges or deposits under insurance
laws, worker's compensation laws, unemployment insurance, old age
pensions, or other Social Security or retirement benefits, or similar
legislation; (v) Liens consisting of mortgages, deeds of trust, liens
or security interests on any interest of the Company as sublessor
under any sublease of property which solely secure obligations of the
Company as the lessee of such property and extensions or renewals
thereof; and (vi) Liens consisting of mortgages, deeds of trust or
similar encumbrances that may be incurred by the Company or an
Insurance Subsidiary of the Company in connection with the Company's
or such Insurance Subsidiary's purchase or refinancing of the building
and property located at 0000 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx;
provided, however, that promptly after the creation of any Lien of the
type referred to in this subsection (vi), the Company shall provide to
the Agent written notice of the creation of such Lien, describing the
amount of the obligation secured thereby and the properties and assets
subject to such Lien.
"Term Loan A Credit Agreement" means that certain Credit
Agreement dated as of March 22, 1995 between the Company, the Banks
and LaSalle National Bank, as the same may be amended, supplemented or
otherwise modified from time to time.
"Term Loan B Credit Agreement" means that certain Credit
Agreement dated as of August 30, 1995 between the Company, the Banks
and LaSalle National Bank, as the same may be amended, supplemented or
otherwise modified from time to time.
"Unrestricted Subsidiary Indebtedness" means, as of any date, for
any Unrestricted Subsidiary, all indebtedness, obligations or other
liabilities of such Unrestricted Subsidiary and its Subsidiaries as of
such date (i) for borrowed money, (ii) evidenced by bonds,
debentures, notes or other similar instruments for borrowed money, or
(iii) pursuant to any guarantee of any indebtedness, obligations or
other liabilities of any other Person of the type described in clauses
(i) or (ii); provided, however, that the amounts set forth in clauses
(i), (ii) and (iii) shall not be double counted and shall relate only
to amounts actually owed or otherwise outstanding as of such date."
2.2 Section 4.3(a) of the Revolving Credit Agreement is amended in its
entirety to read as follows:
"(a) All computations of interest in respect of the Base Rate,
LIBOR and the CD Rate and all computations of letter of credit fees
pursuant to Section 4.2(c) shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed. All other
computations of fees under this Agreement shall be made on the basis
of a 360-day year and actual days elapsed. Interest and fees shall
accrue during each period during which interest or such fees are
computed from and including the first day thereof to but excluding the
last day thereof."
2.3 Section 7.7 of the Revolving Credit Agreement is amended by deleting
the term "$65,000,000" that appears in such Section and inserting in lieu
thereof the term "$112,000,000".
2.4 Section 7.9 of the Revolving Credit Agreement is amended by deleting
the phrase "pursuant to Section 7.16" that appears in such Section.
2.5 Section 9.1(a) of the Revolving Credit Agreement is amended in its
entirety to read as follows:
"(a) Nonpayment of any Loan. Default in the payment when due of
the principal of or interest on any Loan, or the payment when due or
any fees or any other amounts payable by the Company hereunder and
continuance of such default for five (5) Business Days after the
applicable due date, or default in the payment when due of the
principal of or interest on any loan made under the Term Loan A Credit
Agreement or the Term Loan B Credit Agreement, or the payment when due
of any fees or any other amounts payable by the Company under the Term
Loan A Credit Agreement or the Term Loan B Credit Agreement, and
continuance of such default beyond the applicable grace period as set
forth in the Term Loan A Credit Agreement or the Term Loan B Credit
Agreement, as the case may be."
Section 3. Effectiveness. This Amendment shall become effective as of
the date hereof upon the execution and delivery of this Amendment.
Section 4. Representations and Warranties. Each of the representations
and warranties made by the Company in Section 6 of the Revolving Credit
Agreement is true and correct as of the date hereof with the same effect as
though made on the date hereof (except to the extent that such representations
and warranties expressly refer to an earlier date, in which case they shall be
true and correct as of such earlier date).
Section 5. No Default. No Event of Default, or event which, with the
giving of notice or lapse of time, or both, would constitute an Event of
Default, has occurred and is continuing.
Section 6. Governing Law. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of Illinois, without regard
to its conflicts of laws rules.
Section 7. Headings. Section headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
Section 8. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute only one agreement.
IN WITNESS WHEREOF, the Company and each Bank have caused this Amendment to
be executed and delivered as of day and year first above written.
THE COMPANY: PIONEER FINANCIAL SERVICES, INC.
By:
Title:
THE AGENT: AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By:
Vice President
THE BANKS: AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By:
Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By:
Title:
BANK ONE, ROCKFORD, NA
By:
Title:
